Letter Agreement



 Exhibit 10.1 
                          , 2008 
 North Asia Investment Corporation 
 Jongro Tower 18F 
 6 Jongro 2-ga, Jongro-gu 
 Seoul, South Korea 
 Citigroup Global Markets Inc. 
 As Representative of the Several Underwriters

 388 Greenwich Street 
 New York, New York 10013 
  

	 	Re:	Initial Public Offering 

 Gentlemen: 
 This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by
and between North Asia Investment Corporation, a Cayman Islands company (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in
Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one
ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in
Section 16 hereof. 
 In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with
the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a director and beneficial owner of ordinary shares of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned hereby agrees with the Company as follows: 
 1. If the Company solicits the approval of its shareholders
of a Business Combination, the undersigned will (i) vote all Founders’ Ordinary Shares beneficially owned by him or it in accordance with the majority of the votes cast by the holders of the IPO Shares with respect to a Business
Combination or the Extended Period and (ii) vote all IPO Shares that may be acquired by him or it in the IPO or in the aftermarket in favor of a Business Combination and the Extended Period.
 2. In the event that the Company fails to consummate a Business Combination within (x) 18 months of the closing date of the IPO, (y) 24 months
of the closing date of the IPO if the Company has not consummated a Business Combination within 18 months of the closing date of the IPO but has entered into a letter of intent, memorandum of understanding, agreement in principle or definitive
agreement with respect to a Business Combination within such 18-month period or (z) 36 months from the closing date of the IPO if the Company’s shareholders approve a proposal to extend the period of time to consummate a Business
Combination by an additional 12 months and public shareholders owning less than 40% of the shares sold in the IPO exercise their conversion rights, the undersigned will, as promptly as possible, (i) cause the Trust Account to be liquidated and
distributed to the holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust
Account and any remaining net assets of the Company held outside of the Trust Account as a result of such 








 
liquidation with respect to the Founders’ Ordinary Shares beneficially owned by him. The undersigned further waives any and all right, title, interest
or claim in or to the Trust Account the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever; provided,
however, that in the event that the Company fails to consummate a Business Combination and the Trust Account is liquidated and distributed, nothing herein shall prevent the undersigned from participating in the Trust Account pro rata with the other
holders of IPO Shares with respect to any IPO Shares purchased by the undersigned as part of the IPO or in the aftermarket. In the event of the liquidation of the Trust Account, the undersigned agrees to indemnify and hold harmless the Company
against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) which the Company may become subject as a result of any claim by any vendor, lender or other person or entity who is owed money by the Company for funds borrowed, services rendered or contracted for, products
sold or contracted for, or by any target business, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account; provided that such indemnity shall not apply
(i) if such vendor, lender or prospective target business executed a valid and enforceable agreement waiving any claims against the Trust Account, or (ii) as to any claims under the Company’s obligation to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with respect to any
warrants or Sponsors’ Warrants, all rights of which will terminate upon the Company’s liquidation. 
 3. In order to minimize
potential conflicts of interest which may arise from multiple corporate affiliations, the undersigned has agreed, until the earliest of the consummation by the Company of a Business Combination, the liquidation of the Company or such time as he
ceases to be a director, to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable business opportunity to acquire an operating business. Decisions by the Company to release the undersigned to
pursue any specific business opportunity will be made solely by a majority of the Company’s disinterested directors. In addition, the undersigned agrees that he will not, directly or indirectly, be a sponsor, promoter, officer, director or
principal shareholder of any other blank check company that completes an initial public offering until the earlier of the Company’s execution of a definitive agreement for a Business Combination or the liquidation of the Company. 
 4. The undersigned acknowledges and agrees that the Company will not (i) consummate a Business Combination with an entity which is, or has been
within the past five years, affiliated with any of its officers, directors, founders, special advisors or their affiliates, including an entity that is either a portfolio company of, or has otherwise received a material financial investment from,
any private equity fund or investment company (or an affiliate thereof) that is affiliated with any of the Company’s founders, special advisors, officers, directors or their affiliates; or (ii) enter into a Business Combination where the
Company acquires less than 100% of a target business and any of its officers, directors, founders, special advisors or their affiliates acquire the remaining portion of such target business, unless, in either case, (x) such transaction is
approved by a majority of the Company’s disinterested directors and (y) the Company obtains an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority that the Business
Combination is fair to the unaffiliated shareholders of the Company from a financial point of view. 
 5. Neither the undersigned, any member
of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation of any kind (whether in the form of cash, securities or otherwise) for services rendered to the Company prior to
or in connection with the consummation of the Business Combination; provided, however, that commencing 








 
on the effective date of the Company’s Registration Statement, Kang & Company, Ltd. shall be allowed to charge the Company $10,000 per month,
representing an allocable share of its overhead, to compensate it for the Company’s use of its space, utilities and secretarial support until the earlier of the Company’s consummation of a Business Combination or its liquidation. Thomas
Chan-Soo Kang shall also be entitled to repayment of non-interest bearing loans totaling $100,000 made to the Company, and the undersigned shall be entitled to reimbursement from the Company for their out-of-pocket expenses incident to the
identification, investigation and consummation of a Business Combination but only to the extent such expenses can be reimbursed from the $             held outside of the Trust
Account and the interest income on the Trust Account released to the Company to fund its working capital requirements, net of taxes payable; provided, however, that, subject to Audit Committee review as described below, nothing shall limit the
undersigned’s reimbursement of out-of-pocket expenses to the extent the Company consummates a Business Combination. The Company’s Audit Committee will review and approve all payments made to the undersigned and its affiliates, and any
payments made to members of the Company’s Audit Committee will be reviewed and approved by the Company’s Board of Directors, with any interested directors abstaining from such review and approval. 
 6. Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive or accept a
finder’s fee, consulting fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any affiliate of the undersigned originates a Business Combination (regardless of the type of transaction that
it is). 
 7. The undersigned agrees to escrow all of the Founders’ Ordinary Shares beneficially owned by him or it until 180 days after
the consummation by the Company of a Business Combination subject to the terms of an Escrow Agreement which the Company will enter into with the undersigned and Continental Stock Transfer & Trust Company. 
 8. Thomas Chan-Soo Kang agrees to be the Chief Executive Officer and a Director of the Company until the earlier of the consummation by the Company of a
Business Combination or the liquidation of the Company; provided that nothing herein shall be construed as providing a right of the undersigned to any position if removed by proper corporate action. The undersigned further agrees to sign all
documents necessary for, or in connection with, the IPO. The undersigned’s biographical information furnished to the Company and the Representative and attached hereto as Exhibit A is true and accurate in all respects, does not omit any
material information with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s
FINRA and Director and Officer Questionnaires furnished to the Company and the Representative and annexed as Exhibit B hereto are true and accurate in all respects. The undersigned represents and warrants that: 
 (a) he is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; 
 (b) he has never been convicted of or pleaded guilty
to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal
proceeding; and 







 (c) he has never been suspended or expelled from membership in any securities or commodities exchange or
association or had a securities or commodities license or registration denied, suspended or revoked. 
 9. The undersigned have full right
and power, without violating any agreement by which they are bound, to enter into this letter agreement. Thomas Chan-Soo Kang agrees to serve as Chief Executive Officer and a Director of the Company and hereby consents to being named in the
registration statement as such. 
 10. The undersigned hereby waives his or its right to exercise conversion rights with respect to any of
the Company’s Ordinary Shares owned or to be owned by the undersigned, directly or indirectly, and agrees that he or it will not seek conversion with respect to such shares in connection with any vote to approve a Business Combination or the
Extended Period. 
 11. Other than in connection with a vote for the Extended Period, the undersigned hereby agrees not to propose, or vote
in favor of, an amendment to the Company’s Memorandum and Articles of Association to extend the period of time in which the Company must consummate a Business Combination prior to its liquidation. Should such a proposal be put before
shareholders other than for approval of the Extended Period, the undersigned hereby agrees to vote against such proposal. This paragraph may not be modified or amended under any circumstances. 
 12. In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete
such liquidation, the undersigned agrees to pay such funds as are necessary to complete such liquidation and agrees not to seek repayment for such expenses. 
 13. This letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The undersigned hereby (i) agrees that any action, proceeding or claim arising out of or relating in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in
the courts of the State of New York of the United States of America located in the City and County of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum, and (iii) appoints, without power of revocation, Graubard Miller, with an office at The Chrysler Building, 405 Lexington Avenue, New York, New York 10174, Attention: David Alan
Miller, Esq., as his agent to accept and acknowledge on his behalf service of any and all process which may be served in any action, proceeding, claim or counterclaim arising out of or relating in any way to this letter agreement or the transactions
contemplated hereby. 
 14. The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements,
representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its shareholders or any creditor or
vendor of the Company with respect to the subject matter hereof. 
 15. This letter agreement shall be binding on the undersigned and such
person’s or entity’s respective successors, beneficiaries, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the expiration of the longest applicable lock-up period and
(ii) the liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach of this agreement prior to its termination and that the indemnity and waiver of Claims provisions of
Section 2 shall survive such liquidation. 







 16. As used herein, (i) a “Business Combination” shall mean a merger, share
exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or other similar business combination with one or more operating businesses as described in the Registration Statement for the IPO;
(ii) “Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the IPO; (iii) “Founders’ Ordinary Shares” shall mean all of the Ordinary Shares
of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the Ordinary Shares issued in the Company’s IPO; (v) “Sponsors’ Warrants” shall mean the
warrants that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more
specifically described in the Registration Statement; (vii) the “Registration Statement” shall mean the registration statement relating to the Company’s IPO; and (viii) “Trust Account”
shall mean the Trust Account into which a portion of the net proceeds of the Company’s IPO will be deposited. 
  

			
	 Thomas Chan-Soo Kang

	Print Name of Insider
	  

	Signature
	
	KANG & COMPANY, LTD.
	Print Name of Insider
		
	By:	 	  

	Name:	 	
	Title: